SYMCFY07Proxy

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SYMCFY07Proxy

  1. 1. 20330 Stevens Creek Blvd. Cupertino, California 95014 Dear Stockholder: You are cordially invited to attend the 2007 Annual Meeting of Stockholders of Symantec Corporation to be held at Symantec’s World Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California 95014, on Thursday, September 13, 2007, at 8:30 a.m. (Pacific time). For your convenience, we are pleased to offer a live and re-playable webcast of the annual meeting on our website at www.symantec.com/invest. At this year’s annual meeting, the agenda includes the annual election of directors, amendment and restatement of our 2000 Director Equity Incentive Plan, ratification of the selection of KPMG LLP as our independent registered public accounting firm for the current fiscal year, and one stockholder proposal, if properly presented at the meeting. The Board of Directors recommends that you vote FOR the election of the director nominees, FOR the amendment and restatement of our 2000 Director Equity Incentive Plan, FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the current fiscal year and AGAINST the stockholder proposal. Please refer to the proxy statement for detailed information on each of the proposals and the annual meeting. All stockholders are cordially invited to attend the annual meeting in person. If you cannot attend the annual meeting, you may vote by telephone, over the Internet or by mailing a completed proxy card in the enclosed postage-paid envelope. Detailed voting instructions are also enclosed. Each share of stock that you own represents one vote, and your vote as a stockholder of Symantec is very important. For questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by email through their website at www.computershare.com/contactus or by phone at (877) 282-1168 (within the U.S. and Canada) or (781) 575-2879 (outside the U.S. and Canada). For questions related to voting, you may contact Georgeson Shareholder Communications, Inc., our proxy solicitor, at (877) 278-6774. Sincerely yours, JOHN W. THOMPSON Chairman of the Board of Directors and Chief Executive Officer
  2. 2. 20330 Stevens Creek Blvd. Cupertino, California 95014 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 13, 2007 8:30 a.m. Pacific Time To Our Stockholders: You are cordially invited to attend our 2007 Annual Meeting of Stockholders, which will be held at 8:30 a.m. (Pacific time) on Thursday, September 13, 2007, at Symantec Corporation’s World Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California 95014. For your convenience, we are pleased to offer a live and re-playable webcast of the annual meeting at www.symantec.com/invest. We are holding the annual meeting for the following purposes, which are more fully described in the proxy statement: 1. To elect nine directors to Symantec’s Board of Directors, each to hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal; 2. To approve the amendment and restatement of our 2000 Director Equity Incentive Plan to increase the number of shares authorized for issuance thereunder from 100,000 to 150,000; 3. To ratify the selection of KPMG LLP as Symantec’s independent registered public accounting firm for the 2008 fiscal year; 4. To consider and vote upon one stockholder proposal, if properly presented at the meeting; and 5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Only stockholders of record as of the close of business on July 17, 2007 are entitled to notice of and will be entitled to vote at the annual meeting or any postponements or adjournment thereof. For 10 days prior to the annual meeting, a list of stockholders entitled to vote will be available for inspection at our World Headquarters. If you would like to view this stockholder list, please call our Investor Relations department at (408) 517-8324 to schedule an appointment. BY ORDER OF THE BOARD OF DIRECTORS ARTHUR F. COURVILLE Executive Vice President, General Counsel and Secretary Cupertino, California July 27, 2007 Every stockholder vote is important. To assure that your shares are represented at the annual meeting, please complete, date and sign the enclosed proxy and mail it promptly in the postage-paid envelope provided, or vote by telephone or over the Internet, whether or not you plan to attend the meeting. You may revoke your proxy at any time before it is voted.
  3. 3. TABLE OF CONTENTS Page GENERAL PROXY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Information About Solicitation and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 About the Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . 5 Corporate Governance Standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Board Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Board Structure and Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Code of Conduct and Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 BOARD COMMITTEES AND THEIR FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Nominating and Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Criteria for Nomination to the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Process for Identifying and Evaluating Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Stockholder Proposals for Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Contacting the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Attendance of Board Members at Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 PROPOSAL NO. 1 ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Material Features of Equity Compensation Plans Not Approved by Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 16 PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF 2000 DIRECTOR EQUITY INCENTIVE PLAN . . . 18 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Amendment to Increase Shares Available for Issuance Under Director Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Summary of the 2000 Director Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Federal Income Tax Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 PROPOSAL NO. 4 SHAREHOLDER PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Shareholder’s Supporting Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Our Board of Directors’ Statement in Opposition to Proposal 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 OUR EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 27 Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 EXECUTIVE COMPENSATION AND RELATED INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
  4. 4. Page Compensation Discussion & Analysis (CD&A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 29 Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 38 Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 38 Summary of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 39 Summary Compensation Table for Fiscal 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 39 Grants of Plan-Based Awards in Fiscal 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 40 Outstanding Equity Awards at 2007 Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 41 Option Exercises and Stock Vested in Fiscal 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 42 Potential Payments Upon Termination or Change-In-Control . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 42 Related-Person Transactions Policy and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 44 Certain Related-Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 45 REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 46 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 47 Stockholder Proposals for the 2008 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 47 Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 47 “Householding” — Stockholders Sharing the Same Last Name and Address . . . . . . . . . . . . . . ............... 47 OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 48 ANNEX A — 2000 DIRECTOR EQUITY INCENTIVE PLAN, AS AMENDED. . . . . . . . . . . . ............... A-1
  5. 5. SYMANTEC CORPORATION 2007 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT Information About Solicitation and Voting The accompanying proxy is solicited on behalf of Symantec Corporation’s Board of Directors (the “Board”) for use at Symantec’s 2007 Annual Meeting of Stockholders, to be held at Symantec’s World Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California 95014 on Thursday, September 13, 2007, at 8:30 a.m. (Pacific time), and any adjournment or postponement thereof. The company will provide a live and re-playable webcast of the 2007 annual meeting, which will be available on the events section of our investor relations website at www.symantec.com/invest. This proxy statement and the accompanying form of proxy are first being mailed to stockholders of Symantec on or about August 6, 2007. Our annual report for our 2007 fiscal year is enclosed with this proxy statement. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the annual meeting. Please read it carefully. About the Annual Meeting Q. 1. What is the purpose of the annual meeting? A: At our annual meeting, stockholders will act upon the proposals described in this proxy statement. In addition, management will report on the performance of Symantec and respond to questions from stockholders. Q. 2. What proposals are scheduled to be voted on at the meeting? A: There are four proposals scheduled for a vote. The proposals are: • Proposal No. 1: To elect nine directors to the Board, each to hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal. • Proposal No. 2: To approve the amendment and restatement of our 2000 Director Equity Incentive Plan to increase the number of shares authorized for issuance thereunder from 100,000 to 150,000. • Proposal No. 3: To ratify the selection of KPMG LLP (“KPMG”) as Symantec’s independent registered public accounting firm for the 2008 fiscal year. • Proposal No. 4: To consider and vote upon one stockholder proposal, if properly presented at the meeting. Q. 3. What is the recommendation of the Board on each of the proposals scheduled to be voted on at the meeting? A: Symantec’s Board recommends that you vote FOR each of the nominees to the Board (Proposal 1), FOR the amendment and restatement of our 2000 Director Equity Incentive Plan (Proposal 2) FOR the ratification of the selection of KPMG as Symantec’s independent registered public accounting firm for the 2008 fiscal year (Proposal 3), and AGAINST the stockholder proposal (Proposal 4). Q. 4. Who can vote at the meeting? A: Only holders of record of Symantec common stock at the close of business on July 17, 2007, the record date, will be entitled to vote at the annual meeting. At the close of business on the record date, there were outstanding and entitled to vote 881,873,076 shares of Symantec common stock.
  6. 6. Stockholder of Record: Shares Registered in Your Name If on July 17, 2007, your shares were registered directly in your name with our transfer agent, Computer- share Investor Services, then you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by Broadridge ICS on our behalf. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card. Beneficial Owner: Shares Registered in the Name of a Broker or Nominee If on July 17, 2007, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name, and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the meeting. Q. 5. How do I vote? A: If you are a stockholder of record, you may: • vote in person — we will provide a ballot to stockholders who attend the annual meeting and wish to vote in person; • vote using the proxy card — simply complete, sign and date the enclosed proxy card and return it before the meeting in the envelope provided; or • vote via the Internet or via telephone — in order to do so, please follow the instructions shown on your proxy card. Votes submitted via the Internet or by telephone must be received by 11:59 p.m., Eastern time, on September 12, 2007. Submitting your proxy, whether by using the enclosed proxy card or via the Internet or by telephone, will not affect your right to vote in person should you decide to attend the meeting. If you are a beneficial owner, please refer to your proxy card or the information forwarded by your bank, broker or other nominee to see the voting options available to you. You may either vote “For” all of the nominees to the Board, or you may withhold your vote from any nominee you specify. For any other matter to be voted on, you may vote “For” or “Against” or “Abstain” from voting. Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the meeting in person if you have already voted by proxy. Q. 6. How many votes do I have? A: You are entitled to one vote for each share of Symantec common stock held as of July 17, 2007, the record date. Q. 7. What is the quorum requirement for the meeting? A: A majority of our outstanding shares as of the record date must be present at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote in person at the meeting or if you have properly submitted a proxy. Abstentions (i.e., if you or your broker mark “ABSTAIN” on a proxy card) and “broker non-votes” will be considered to be shares present at the meeting for purposes of a quorum. Broker non-votes occur when 2
  7. 7. shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because: (1) the broker does not receive voting instructions from the beneficial owner and (2) the broker lacks discretionary authority to vote the shares. Banks and brokers cannot vote on their clients’ behalf on “non-routine” proposals. For the purpose of determining whether stockholders have approved a particular proposal, abstentions are treated as shares present or represented and voting. Broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved a particular proposal, though they are counted toward the presence of a quorum as discussed above. Q. 8. What is the vote required for each proposal? A: The votes required to approve each proposal are as follows: • Election of directors. Directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. Abstentions and broker non-votes are not taken into account in determining the outcome of the election of directors. • Approval of the amendment and restatement of the 2000 Director Equity Incentive Plan. Approval of the proposal to approve the amendment and restatement of the 2000 Director Equity Incentive Plan requires the affirmative vote by holders of at least a majority of the shares of Symantec common stock entitled to vote thereon who attend the meeting in person or are represented at the meeting by proxy. Abstentions will have the effect of a vote against this proposal, while broker non-votes will not be taken into account in determining the outcome of the vote on this proposal. • Ratification of selection of independent registered public accounting firm. Approval of the proposal to ratify the selection by the Audit Committee of our Board of KPMG as Symantec’s independent registered public accounting firm for the 2008 fiscal year requires the affirmative vote by holders of at least a majority of the shares of Symantec common stock entitled to vote thereon who attend the meeting in person or are represented at the meeting by proxy. Abstentions will have the effect of a vote against this proposal, while broker non-votes will not be taken into account in determining the outcome of the vote on this proposal. • Stockholder proposal. Approval of the stockholder proposal requires the affirmative vote by holders of at least a majority of the shares of Symantec common stock entitled to vote thereon who attend the meeting in person or are represented at the meeting by proxy. Abstentions will have the effect of a vote against this proposal, while broker non-votes will not be taken into account in determining the outcome of the vote on this proposal. Q. 9. What if I return a proxy card but do not make specific choices? A: All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign your proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the meeting, your shares will be voted in accordance with the recommendations of our Board stated in Q.3 above. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (described in Q.7 above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the meeting. Q. 10. Who is paying for this proxy solicitation? A: The expenses of soliciting proxies will be paid by Symantec. Following the original mailing of the proxies and other soliciting materials, Symantec and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Symantec has retained a proxy solicitation firm, Georgeson Shareholder Communications, Inc., to aid it in the solicitation process. Symantec will pay 3
  8. 8. Georgeson a fee equal to $12,000, plus expenses. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. Following the original mailing of the proxies and other soliciting materials, Symantec will request brokers, custodians, nominees and other record holders to forward copies of the proxy and other soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, Symantec, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. Q. 11. What does it mean if I receive more than one proxy card? A: If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted. Q. 12. How can I change my vote after submitting my proxy? A: A stockholder who has given a proxy may revoke it at any time before it is exercised at the meeting by: • delivering to the Corporate Secretary of Symantec (by any means, including facsimile) a written notice stating that the proxy is revoked; • signing and so delivering a proxy bearing a later date; or • attending the meeting and voting in person (although attendance at the meeting will not, by itself, revoke a proxy). Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions. Also, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must bring to the meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares to be voted. Q. 13. Where can I find the voting results? A: The preliminary voting results will be announced at the annual meeting and posted on our website at www.symantec.com/invest. The final results will be published in our quarterly report on Form 10-Q for the second quarter of fiscal year 2008. 4
  9. 9. CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE Symantec is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives and ensure our long-term vitality for the benefit of our stockholders. Corporate Governance Standards Corporate governance standards generally specify the distribution of rights and responsibilities of the board, management and stockholders, and spell out the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the board and vote on extraordinary matters; the board is responsible for the general governance of the company, including selection of key management; and management is responsible for running the day-to-day operations of the company. Our corporate governance standards are available on the Investor Relations section of our website, which is located at www.symantec.com/invest, under “Company Charters.” These corporate governance standards are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. The fundamental premise of our corporate governance standards is the independent nature of our Board and its responsibility to our stockholders. Board Independence Through its continued listing requirements for companies with securities listed on the NASDAQ Global Select Market, The NASDAQ Stock Market (“NASDAQ”) requires that a majority of the members of our Board be independent, as defined under NASDAQ’s Marketplace Rules. Currently, nine of the ten members of our Board are independent directors and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, as further required by NASDAQ rules, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Symantec and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following directors are independent: Michael Brown, William T. Coleman, Frank E. Dangeard, David L. Mahoney, Robert S. Miller, George Reyes, David J. Roux, Daniel H. Schulman, and V. Paul Unruh. Board Structure and Meetings The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an “executive session,” which is generally led by the Lead Independent Director. These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors will hold an executive session to evaluate the Chief Executive Officer’s performance and compensation. The Board held a total of 13 meetings during the fiscal year ended March 30, 2007. During this time, all directors (with the exception of Messrs. Reyes and Roux) attended at least 75% of the total number of meetings of the Board (during the period in which such director served). In addition, all directors (with the exception of Messrs. Reyes and Roux) attended at least 75% of the aggregate number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served (during the period in which such director served). Agendas and topics for Board and committee meetings are developed through discussions between man- agement and members of the Board and its committees. Information and data that is important to the issues to be 5
  10. 10. considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following: • Reviewing annual and longer-term strategic and business plans; • Reviewing key product, industry and competitive issues; • Reviewing and determining the independence of our directors; • Reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the Audit Committee; • Selecting and approving director nominees; • Selecting, evaluating and compensating the Chief Executive Officer; • Reviewing and discussing succession planning for the senior management team, and in many cases through lower management levels; • Reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business; • Evaluating the performance of the Board; • Overseeing our compliance with legal requirements and ethical standards; and • Overseeing our financial results. The Board and its committees are free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, and are provided full access to our officers and employees. The Lead Independent Director of the Board is chosen by the independent directors of the Board, and has the general responsibility to preside at all meetings of the Board when the Chairman is not present and executive sessions of the Board without management present. On April 22, 2003, Mr. Miller was elected as the Lead Independent Director. An evaluation of Board operations and performance is conducted annually by the Nominating and Governance Committee to enhance Board effectiveness. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate. Code of Conduct and Code of Ethics We have adopted a code of conduct that applies to all Symantec employees, officers and directors. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations section of our website, which is located at www.symantec.com/invest, under “Company Charters.” We intend to post or disclose at that location any amend- ments to or waivers from, a provision of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers that applies to any of our executive officers or directors and that relates to any element of the code of ethics, as defined under Item 406 of Regulation S-K. 6
  11. 11. BOARD COMMITTEES AND THEIR FUNCTIONS There are three primary committees of the Board: the Audit Committee, Compensation Committee and Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and available on our website at www.symantec.com/invest, under “Company Charters.” Audit Committee Members: David L. Mahoney Robert S. Miller George Reyes David J. Roux* V. Paul Unruh (Chair) Number of Meetings in Fiscal Year 2007: 10 Independence: Each member is an independent director as defined by current NASDAQ listing standards for Audit Committee membership. Functions: To oversee our accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal controls and disclosure controls and procedures, compli- ance with legal and regulatory requirements, internal audit function and the appointment and compensation of our independent registered public accounting firm; To review and evaluate the independence and performance of our independent registered public accounting firm; and To facilitate communication among our independent registered public accounting firm, our financial and senior management and our Board. Financial Experts: Our Board has unanimously determined that all Audit Committee members are financially literate under current NASDAQ listing stan- dards, and at least one member has financial sophistication under NASDAQ listing standards. In addition, our Board has unanimously determined that George Reyes and V. Paul Unruh each qualify as an “audit committee financial expert” under SEC rules and regulations. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated than those gen- erally imposed on members of the Audit Committee and the Board. Compensation Committee Members: Michael Brown William T. Coleman David L. Mahoney Daniel H. Schulman (Chair) Number of Meetings in Fiscal Year 2007: 6 * As described in “Proposal No. 1 Election of Directors,” Mr. Roux has not been nominated for election to the Board and will not serve on the Audit Committee following the 2007 Annual Meeting. 7
  12. 12. Independence: Each member is an independent director as defined by current NASDAQ listing standards. Functions: To review and recommend to the independent directors of our Board all compensation arrangements for our Chief Executive Officer; To review and approve all compensation arrangements for our other executive officers; To review the overall strategy for employee compensation; To administer our equity incentive plans; To review and recommend to the Board compensation for non- employee members of the Board; To review and discuss with management the company’s disclosures under the caption “Compensation Discussion and Analysis” for use in our proxy statements and reports filed with the SEC; and To produce an annual report on executive compensation for use in our proxy statement. Nominating and Governance Committee Members: Michael Brown (Chair) Frank E. Dangeard Robert S. Miller Daniel H. Schulman V. Paul Unruh Number of Meetings in Fiscal Year 2007: 4 Independence: Each member is an independent director as defined by current NASDAQ listing standards. Functions: To identify, consider and nominate candidates for membership on our Board; To develop, recommend and evaluate corporate governance standards and a code of business conduct and ethics applicable to our company; To implement and oversee a process for evaluating our Board, Board committees (including the Nominating and Governance Committee) and oversee our Board’s evaluation of our Chief Executive Officer; To make recommendations regarding the structure and composition of our Board and Board committees; and To advise the Board on corporate governance matters. 8
  13. 13. DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS Criteria for Nomination to the Board The Nominating and Governance Committee will consider candidates submitted by Symantec stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The goal of the Nominating and Governance Committee is to assemble a Board that offers a variety of perspectives, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. The Nominating and Governance Committee has generally identified nominees based upon suggestions by outside directors, management and executive recruiting firms. Process for Identifying and Evaluating Nominees The Nominating and Governance Committee considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, the Committee identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and NASDAQ. The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate’s integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of Symantec’s stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, the Committee has no stated minimum criteria for nominees. We have from time to time engaged a search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for Symantec and may do so in the future. Stockholder Proposals for Nominees The Nominating and Governance Committee will consider potential nominees properly submitted by stock- holders. Stockholders seeking to do so should provide the information and follow the procedures set forth in our corporate Bylaws regarding director nomination proposals. The committee will apply the same criteria as it uses for candidates proposed by stockholders as it does for candidates proposed by management or other directors. To be considered for nomination by the Nominating and Governance Committee at next year’s annual meeting of stockholders, submissions by security holders must be submitted by mail and must be received by the Corporate Secretary no later than April 8, 2008 to ensure adequate time for meaningful consideration by the committee. Each submission must include the following information: • the full name and address of the candidate; • the number of shares of Symantec common stock beneficially owned by the candidate; • a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and • biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement. Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board of Directors for next year’s annual meeting is described in this proxy statement under “Additional Information — Stockholder Proposals for the 2008 Annual Meeting.” 9
  14. 14. Contacting the Board of Directors Any stockholder who wishes to contact members of our Board may do so by mailing written communications to: Symantec Corporation 20330 Stevens Creek Boulevard Cupertino, California 95014 Attn: Corporate Secretary The Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with Symantec’s policy regarding accounting complaints and concerns. Attendance of Board Members at Annual Meetings The Board does not have a formal policy with respect to Board member attendance at our annual meetings of stockholders, as historically very few stockholders have attended Symantec’s annual meeting of stockholders. Four directors attended Symantec’s 2006 Annual Meeting of Stockholders. 10
  15. 15. PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board currently consists of ten directors, nine of whom are nominated for election at the 2007 annual meeting, including eight independent directors and one member of our senior management. Each director is elected to serve a one-year term, with all directors subject to annual election. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following nine persons to serve as directors for the term beginning at the annual meeting on September 13, 2007: Michael Brown, William T. Coleman, Frank E. Dangeard, David L. Mahoney, Robert S. Miller, George Reyes, Daniel H. Schulman, John W. Thompson and V. Paul Unruh. Mr. Dangeard was appointed to the Board in January 2007 and was recommended by the Nominating and Governance Committee after one of our non-management directors recommended him for its consideration. David J. Roux, a member of our Board of Directors since July 2005, has not been nominated for election at the 2007 annual meeting. The Board thanks Mr. Roux for his leadership and years of service to Symantec. Effective as of the opening of the polls at our annual meeting on September 13, 2007, our authorized number of directors will be reduced to nine. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to Symantec cannot be voted at the 2007 annual meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier resignation or removal. Nominees for Director The names of each nominee for director, their ages as of June 30, 2007, and other information about each nominee is shown below. Director Nominee Age Principal Occupation Since John W. Thompson . . . . . . . . . . . . . . . . 58 Chairman of the Board of Directors and 1999 Chief Executive Officer Michael Brown . . . . . . . . . . . . . . . . . . . 48 Director 2005 William T. Coleman . . . . . . . . . . . . . . . 59 Founder, Chairman of the Board and 2003 Chief Executive Officer, Cassatt Corporation Frank E. Dangeard . . . . . . . . . . . . . . . . 49 Chairman and Chief Executive Officer, 2007 Thomson S.A. David L. Mahoney. . . . . . . . . . . . . . . . . 53 Director 2003 Robert S. Miller . . . . . . . . . . . . . . . . . . 65 Executive Chairman, Delphi Corporation 1994 George Reyes . . . . . . . . . . . . . . . . . . . . 53 Chief Financial Officer, Google Inc. 2000 Daniel H. Schulman . . . . . . . . . . . . . . . 49 Chief Executive Officer, Virgin Mobile 2000 USA V. Paul Unruh . . . . . . . . . . . . . . . . . . . . 58 Director 2005 Mr. Thompson has served as Chairman of the Board and Chief Executive Officer since April 1999, and as President from April 1999 to January 2002. Mr. Thompson joined Symantec after 28 years at IBM Corporation, a global information technology company, where he held senior executive positions in sales, marketing and software development. In his last assignment, he was general manager of IBM Americas and a member of the company’s Worldwide Management Council. Mr. Thompson is a member of the board of directors of Seagate Technology, Inc. and United Parcel Service, Inc. 11
  16. 16. Mr. Brown was appointed to the Board in July 2005 following the acquisition of Veritas Software Corporation. Mr. Brown had served on the Veritas board of directors since 2003. Mr. Brown is currently the Chairman of Line 6, Inc., a provider of musical instruments, amplifiers and audio gear that incorporate digital signal processing. From 1984 until September 2002, Mr. Brown held various senior management positions at Quantum Corporation, most recently as Chief Executive Officer from 1995 to 2002 and Chairman of the Board from 1998 to 2003. Mr. Brown is a member of the board of directors of Quantum Corporation, Nektar Therapeutics and two private companies. Mr. Coleman was appointed to the Board in January 2003. Mr. Coleman is a Founder, Chairman of the Board and Chief Executive Officer of Cassatt Corporation, a provider of solutions to automate information technology operations. Previously Mr. Coleman was co-founder of BEA Systems, Inc., an enterprise application and service infrastructure software provider, where he served as Chairman of the Board from the company’s inception in 1995 until August 2002, Chief Strategy Officer from October 2001 to August 2002, and Chief Executive Officer from 1995 to October 2001. Mr. Coleman is a member of the board of directors of Palm, Inc. Mr. Dangeard joined Symantec’s Board in January 2007. Mr. Dangeard has been the Chairman and Chief Executive Officer of Thomson S.A., a provider of digital video technologies, solutions and services, since September 15, 2004. From September 2002 to September 2004, Mr. Dangeard was Senior Executive Vice President of France Telecom and non-executive Chairman of Thomson. He joined Thomson in April 1997 as Senior Executive Vice President and became a member of the Thomson board of directors in March 1999 and was appointed vice chairman in July 2001. From September 1989 to April 1997, Mr. Dangeard was managing director of SG Warburg & Co. Ltd (later SBC Warburg) and from 1995, he was also chairman of SBC Warburg (France). Prior to that, he was a lawyer at Sullivan & Cromwell LLP in New York and London. Mr. Dangeard serves on the board of Electricite de France. He graduated from the ecole des Hautes Etudes Commerciales, from the Paris Institut d’Etudes Politiques and from Harvard Law School. Mr. Mahoney was appointed to the Board in April 2003. Mr. Mahoney previously served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare services company, and as Chief Executive Officer of iMcKesson LLC, also a healthcare services company, from July 1999 to February 2001. Mr. Mahoney is a member of the board of directors of Corcept Therapeutics Incorporated, Tercica Incorporated and several non-profit organizations. Mr. Miller was appointed to the Board in September 1994. Since January 2007, Mr. Miller has served as Executive Chairman of Delphi Corporation, an auto parts supplier. From July 2005 until January 2007, Mr. Miller served as Chairman and Chief Executive Officer of Delphi Corporation. From January 2004 to June 2006, Mr. Miller was non-executive Chairman of Federal Mogul Corporation, an auto parts supplier. From September 2001 until December 2003, Mr. Miller was Chairman and Chief Executive Officer of Bethlehem Steel Corporation, a large steel producer. Mr. Miller is a member of the board of directors of UAL Corporation and two private companies. Prior to joining Bethlehem Steel, Mr. Miller served as Chairman and Chief Executive Officer on an interim basis upon the departure of Federal-Mogul’s top executive in September 2000. Delphi Corporation and certain of its subsidiaries filed voluntary petitions for reorganization under the United States Bankruptcy Code in October 2005, and Federal Mogul Corporation and Bethlehem Steel Corporation and certain of their subsidiaries, filed voluntary petitions for reorganization under the United States Bankruptcy Code in October 2001. Mr. Reyes has been a member of Symantec’s Board since July 2000. Mr. Reyes became the Chief Financial Officer of Google Inc., an advertising and Internet search solutions provider, in July 2002. Prior to joining Google, he served as Interim Chief Financial Officer for ONI Systems Corporation, an optical networking company, from February 2002 until June 2002. Prior to ONI Systems, Mr. Reyes spent 13 years at Sun Microsystems, Inc., a provider of network computing products and services, where he served in a number of finance roles, with his last position as Vice President — Treasurer from April 1999 to September 2001. Mr. Reyes is a member of the board of directors of BEA Systems, Inc. Mr. Schulman has been a member of Symantec’s Board since March 2000. Mr. Schulman has served as Chief Executive Officer of Virgin Mobile USA, a cellular phone service provider, since August 2001, and also served as a member of the board of directors of Virgin Mobile USA since October 2001. From May 2000 until May 2001, Mr. Schulman was President and Chief Executive Officer of priceline.com Incorporated, an online travel company, after serving as President and Chief Operating Officer from July 1999. 12
  17. 17. Mr. Unruh was appointed to the Board in July 2005 following the acquisition of Veritas. Mr. Unruh had served on Veritas’ board of directors since 2003. Mr. Unruh retired as Vice Chairman of the Bechtel Group, Inc., a global engineering and construction services company, in June 2003. During his 25-year tenure with Bechtel, Mr. Unruh held various positions in management including President of Bechtel Enterprises, Bechtel’s finance, development and ownership arm, from July 1997 to January 2001 and Chief Financial Officer from 1992 to 1996. Mr. Unruh is a member of the board of directors of Move, Inc., Heidrick & Struggles International, Inc. and two private companies. Director Compensation The following table provides information for fiscal 2007 compensation for all non-employee directors of the company who served during the last fiscal year: 2007 Director Compensation Fees Earned or Paid in Stock Option Cash Awards Awards Total Name ($)(1) ($)(3) ($)(9)(10) ($) Michael Brown . . . . . . . . . . . . . . . . . . . . . . . . . . 55,010 203,163(4)(5) 29,497 287,670 William Coleman . . . . . . . . . . . . . . . . . . . . . . . . 10,003 228,170(4)(6) 328,639 566,812 David Mahoney. . . . . . . . . . . . . . . . . . . . . . . . . . 45,010 203,163(4)(5) 238,271 486,444 Robert Miller . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,003(2) 228,170(4)(6) 232,165 505,338 George Reyes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,003 228,170(4)(6) 232,165 470,338 David Roux . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,003 228,170(4)(6) 29,497 267,670 Daniel Schulman . . . . . . . . . . . . . . . . . . . . . . . . . 55,010 203,163(4)(5) 232,165 490,338 V. Paul Unruh . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,003 228,170(4)(6) 29,497 287,670 Frank Dangeard . . . . . . . . . . . . . . . . . . . . . . . . . —(7) 8,694(8) — 8,694 (1) Amounts shown in this column represent the following annual fees paid to each director: (a) base retainer fee of $50,000 (of which at least 50% must be received in the form of Symantec common stock); (b) fee of $10,000 for each committee membership; and (c) fee of $10,000 for chairing a committee of the Board. (2) Mr. Miller received an additional annual fee in the amount of $25,000 for his role as Lead Outside Director. (3) Amounts shown in this column reflect (a) the company’s accounting expense for restricted stock unit awards granted to the non-employee directors (described more specifically in notes (4) and (8)), and (b) the portion of each non-employee director’s annual retainer received in the form of Symantec common stock (described more specifically in notes (5) and (6)). The dollar amount recognized for financial statement reporting purposes with respect to the 2007 fiscal year for the fair value of restricted stock units granted to the directors was determined in accordance with Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). Such amounts reflect our accounting expense for these awards and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by vesting in a restricted stock unit award). Restricted stock units were not granted to non-employee directors prior to fiscal 2007. Pursuant to SEC rules, the amounts shown for restricted stock unit awards exclude the impact of estimated forfeitures related to service-based vesting conditions. No stock awards were forfeited by any of our non-employee directors during fiscal 2007. For additional information, refer to Note 11 of the financial statements in our Form 10-K for the year ended March 30, 2007, as filed with the SEC. (4) Messrs. Brown, Coleman, Mahoney, Miller, Reyes, Roux, Schulman, and Unruh each received an award of 9,113 restricted stock units on September 14, 2006, with a per share fair value of $19.75 and a full grant date fair value of $179,981.75. As of March 30, 2007, each of these non-employee directors held 9,113 restricted stock units. (5) In lieu of cash, Messrs. Brown, Mahoney, and Schulman each elected to receive 50% of their annual base retainer of $50,000 in the form of Symantec common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, they were each granted 1,558 shares on April 25, 2006, at a per share fair 13
  18. 18. value of $16.04, and a full fair value of $24,990.32. The balance of Messrs. Brown, Mahoney, and Schulman’s fees were paid in cash, and these amounts are reported in “Fees Earned or Paid in Cash” in the table above. (6) In lieu of cash, Messrs. Coleman, Miller, Reyes, Roux, and Unruh each elected to receive 100% of their annual base retainer of $50,000 in the form of Symantec common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, they were each granted 3,117 shares on April 25, 2006, at a per share fair value of $16.04, and a full fair value of $49,996.68. The balance of Messrs. Coleman, Miller, Reyes, Roux, and Unruh’s fees were paid in cash, and these amounts are reported in “Fees Earned or Paid in Cash” in the table above. (7) Mr. Dangeard was appointed to the Board on January 23, 2007 and did not receive an annual base retainer for the 2007 fiscal year. (8) Because Mr. Dangeard was appointed to the Board after the beginning of the fiscal year, he received a prorated award of 2,793 restricted stock units on January 24, 2007, with a per share fair value of $17.48 and a full grant date fair value of $48,821.64. The value of Mr. Dangeard’s annual restricted stock unit award for fiscal 2007 was prorated based on the 99 days he served on the Board through May 1, 2007, the date of the first regular Board meeting following the end of the 2007 fiscal year. As of March 30, 2007, Mr. Dangeard held 2,793 restricted stock units. (9) Amounts shown in this column reflect our accounting expense for these awards and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by exercising stock options). This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2007 fiscal year for the fair value of stock options granted to the non-employee directors. The fair value was estimated using the Black-Scholes option pricing model in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, refer to Note 11 of the financial statements in our Form 10-K for the year ended March 30, 2007, as filed with the SEC. (10) In fiscal year 2007, there were no stock options granted to the non-employee directors listed in the table above. At the 2007 fiscal year-end, our non-employee directors held options to purchase shares of the company’s common stock (from stock option awards made in prior fiscal years) as follows: Mr. Brown (175,630), Mr. Coleman (164,000), Mr. Mahoney (106,000), Mr. Miller (208,000), Mr. Reyes (240,000), Mr. Roux (242,461), Mr. Schulman (99,168) and Mr. Unruh (180,630). The policy of the Board is that compensation for independent directors should be a mix of cash and equity- based compensation. Symantec does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from the company. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation. Director Stock Ownership Guidelines: To ensure that our directors’ interests are aligned with our stock- holders, the Compensation Committee instituted new stock ownership guidelines in May 2007. The Committee eliminated the previous 12 month minimum holding period for equity grants, making the new guidelines as follows: • Directors must maintain a minimum holding of 10,000 shares of company stock; • New directors will have 3 years to reach the minimum holding level; and • Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants. Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board deter- mined the non-employee directors’ compensation for fiscal 2007 as follows: • $50,000 annual cash retainer • $10,000 annual fee for committee membership • $10,000 annual fee for chairing a committee of the Board • $25,000 annual fee for the Lead Independent Director 14
  19. 19. The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as amended, which requires that at least 50% of the annual retainer be paid in the form of unrestricted, fully-vested shares of Symantec common stock. The company pays the annual retainer and any additional annual payment to each director at the beginning of the fiscal year. Directors who join the company during the first six months of the fiscal year receive a prorated payment. Effective for fiscal 2008, the Compensation Committee recommended, and the Board approved, an increase in the annual cash retainer for audit committee membership to $15,000 and the annual cash retainer for chairing the audit committee to $20,000. Annual Equity Awards. Beginning in fiscal 2007 each non-employee member of the Board receives an annual award of Symantec restricted stock units having a fair market value on the grant date equal to $180,000, with this value prorated for new non-employee directors from the date of such director’s appointment to our Board to the date of the first Board meeting in the following fiscal year. The restricted stock unit awards granted in fiscal 2007 were granted in September 2006, following our annual meeting, and vested in full on April 1, 2007, except for the grant to Mr. Dangeard which was made on January 24, 2007 upon his appointment to the Board and will vest in full on January 24, 2008. The restricted stock unit awards granted for fiscal 2008 were granted on May 2, 2007 and will vest in full in one year from the date of grant. Beginning in fiscal 2007, we no longer make annual option grants to our directors. Option grants made to our non-employee directors in fiscal 2006 and prior years were subject to a four-year vesting schedule. In the event of a merger or consolidation in which Symantec is not the surviving corporation or another similar change in control transaction involving Symantec, all unvested stock option and restricted stock unit awards made to non-employee directors under the programs described above will accelerate and shall vest in full. Symantec stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” in this proxy statement. THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NINE NOMINATED DIRECTORS. 15
  20. 20. EQUITY COMPENSATION PLAN INFORMATION The following table gives information about Symantec’s common stock that may be issued upon the exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of March 30, 2007: Equity Compensation Plan Information Number of Securities Number of Securities Remaining Available for to be Issued Upon Weighted-Average Future Issuance Under Exercise of Exercise Price of Equity Compensation Plans Outstanding Options, Outstanding Options, (Excluding Securities Warrants and Rights Warrants and Rights Reflected in Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders. . . . . . . . . . . . . . . . . . 71,466,455 $15.89 66,604,071(1) Equity compensation plans not approved by security holders . . . . . . . . . . . . . . . 1,409,887(2)(3) $ 6.38 0 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,876,342 $15.07 66,604,071 (1) Represents 14,175,771 shares remaining available for future issuance under Symantec’s 1998 Employee Stock Purchase Plan, 209,599 shares remaining available for future issuance under Symantec’s 2002 Executive Officer’s Stock Purchase Plan, 21,273 shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan and 52,197,428 shares remaining available for future issuance as stock options under Symantec’s 2004 Equity Incentive Plan. (2) Excludes outstanding options to acquire 36,672,316 shares as of March 30, 2007 that were assumed as part of the company’s acquisition of Veritas Software Corporation on July 2, 2005. Also excludes 717,768 outstanding options as of March 30, 2007 that were assumed as part of other acquisitions. The weighted average exercise price of these assumed outstanding options was $21.99 as of March 30, 2007. In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the plans themselves, and therefore, no further options may be granted under these acquired-company plans. (3) Represents 1,304,551 outstanding options to purchase shares under Symantec’s 2001 Non-Qualified Equity Incentive Plan and 105,336 options outstanding under Symantec’s 1999 Acquisition Plan. As noted below, the 2001 Non-Qualified Equity Incentive Plan was terminated in September 2004 in connection with the adoption of the Symantec 2004 Equity Incentive Plan. As noted below, the 1999 Acquisition Plan was terminated in October 2005. Material Features of Equity Compensation Plans Not Approved by Stockholders 2001 Non-Qualified Equity Incentive Plan The 2001 Non-Qualified Equity Incentive Plan was terminated in September 2004 in connection with the adoption of the Symantec 2004 Equity Incentive Plan. As of March 30, 2007, options to purchase 1,304,551 shares were outstanding under this plan. Terms of Options. Symantec’s Compensation Committee determined many of the terms and conditions of each option granted under the plan, including the number of shares for which the option was granted, the exercise price of the option and the periods during which the option may be exercised. Each option is evidenced by a stock option agreement in such form as the Committee approved and is subject to the following conditions (as described in further detail in the plan): • Vesting and Exercisability: Options and restricted shares become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Compensation Committee in its discretion and as set forth in the related stock option or restricted stock agreement. To date, as a matter of practice, options under the plan have generally been subject to a four-year vesting period. Options terminate ten years or less from the date of grant. • Exercise Price: The exercise price of each option granted was not less than 100% of the fair market value of the shares of common stock on the date of the grant. 16
  21. 21. • Tax Status: All options granted under the plan are non-qualified stock options. • Method of Exercise: The option exercise price is typically payable in cash or by check, but may also be payable, at the discretion of the Committee, in other forms of consideration. • Termination of Employment: Options cease vesting on the date of termination of service or death of the participant. Options granted under the plan generally expire three months after the termination of the optionee’s service to Symantec or a parent or subsidiary of Symantec, except in the case of death or disability, in which case the options generally may be exercised up to 12 months following the date of death or termination of service. However, if the optionee is terminated for cause, the optionee’s options expire upon termination of employment. Corporate Transactions. In the event of a change of control of Symantec (as defined in the plan), the buyer may either assume the outstanding awards or substitute equivalent awards. In the event the buyer fails to assume or substitute awards issued under the plan, all awards will expire upon the closing of the transaction. Term and Amendment of the Plan. The plan was terminated in September 2004, except that outstanding options granted thereunder will remain in place for the term of such options. 1999 Acquisition Plan The purpose of this plan was to issue stock options in connection with Symantec’s acquisition of URLabs in September 1999. Eligibility for Participation. Employees, officers, consultants, independent contractors and advisors to Symantec, or of any subsidiary or affiliate of Symantec, are eligible to receive stock options under this plan. Options awarded to officers may not exceed in the aggregate 30% percent of all shares available for grant under the plan. Terms of Options. Many of the terms of the options are determined by the Compensation Committee, and are generally the same in all material respects as the terms described above with respect to Symantec’s 2001 Non- Qualified Equity Incentive Plan, except that the 1999 Acquisition Plan does not contain a provision for the expiration of employees’ options upon a termination for cause. Term and Amendment of the Plan. The plan was terminated by the Board on October 18, 2005, except that outstanding options granted thereunder will remain in place for the term of such options. 17
  22. 22. PROPOSAL NO. 2 AMENDMENT AND RESTATEMENT OF 2000 DIRECTOR EQUITY INCENTIVE PLAN At the meeting, Symantec’s stockholders will be asked to consider and vote upon a proposal to amend and restate Symantec’s 2000 Director Equity Incentive Plan, as amended (the “Director Plan”), to increase the number of shares reserved for issuance thereunder by 50,000 shares, which would increase the total number of shares reserved for issuance under the Director Plan from 100,000 to 150,000. Each non-employee member of our Board has an interest in Proposal No. 2 since each such director is eligible to participate in the Director Plan. Amendment to Increase Shares Available for Issuance Under Director Plan The Board believes that the amendment to increase the shares of Symantec common stock available for issuance under the Director Plan is in the best interests of Symantec and its stockholders. The purpose of the Director Plan is to provide our non-employee members of the Board with an opportunity to receive all or a portion of the base retainer payable to such directors in the form of common stock of the company and thus provide directors with a means to acquire an equity interest in the company. By providing the directors with an incentive based on increases in the value of the company’s stock, the directors’ interests are more closely aligned with the interests of the stockholders. The amount of the base retainer payable to members of the Board is currently set at $50,000 per year. Currently, there are a total of 100,000 shares of Symantec’s common stock reserved for issuance under the Director Plan. As of June 30, 2007, a total of 95,551 shares had been issued under the Director Plan to 17 persons, leaving 4,449 shares reserved for future issuance. During fiscal year 2007, 20,259 shares were issued to eligible directors under the Director Plan. As discussed under the “Directors’ Compensation” section of this proxy statement, not less than 50% of each director’s annual retainer is paid in the form of Symantec common stock. Without the additional 50,000 shares that are the subject of this proposal, it is likely that there will not be sufficient shares available under the Director Plan to comply with this company policy. Summary of the 2000 Director Equity Incentive Plan The following summary of the principal provisions of the Director Plan, as proposed for approval, is qualified in its entirety by reference to the full text of the Director Plan, which is included as Annex A to this proxy statement. General. The Director Plan was adopted by the Board on July 20, 2000 and approved by Symantec’s stockholders in September 2000. The Director Plan was amended by the Board on July 20, 2004 to reflect the increase in the annual retainer from $25,000 to $50,000. The increase became effective as of April 3, 2004. On September 15, 2004, Symantec’s shareholders approved amendments to the Director Plan to (i) increase the number of shares reserved for issuance thereunder by 50,000 shares (on a split-adjusted basis), which would increase the total number of shares reserved for issuance under the Director Plan from 50,000 to 100,000 (on a split-adjusted basis), and (ii) provide for a proportionate adjustment to the shares subject to the Director Plan upon any stock dividend, stock split or similar change in Symantec’s capital structure. The purpose of the Director Plan is to provide members of the Board of Directors with an opportunity to receive all or a portion of the retainer payable to each director in common stock and thus provide directors of Symantec with a means to acquire an equity interest in Symantec and incentives based on increases in the value of Symantec’s common stock. Administration. The Director Plan permits either the Board or a committee appointed by the Board to administer the Director Plan (in either case, the “Administrator”). The Administrator has the authority to construe and interpret the Director Plan and the Administrator will ratify and approve all stock to directors under the Director Plan. Currently the Compensation Committee administrates the Director Plan. Issuance of Stock. The Director Plan provides that each director may elect to receive up to 100% of the director’s annual retainer in the form of Stock (defined below). Not less than 50% of the annual retainer will be paid in the form of an award of unrestricted, fully-vested shares of Symantec common stock (the “Stock”). Before the first meeting of the Board held in each fiscal year (the “First Meeting”), each director is required to specify the percentage, from 50% to 100%, of the retainer that is to be paid in Stock. If no election is made by a director, the director is deemed to have elected to receive 50% of the retainer in the form of Stock. The number of shares of Stock 18
  23. 23. to be issued annually to each director will equal the portion of the retainer for each year which a director elects to be paid in Stock, divided by the closing price of the Symantec common stock on the Nasdaq Global Select Market on the day immediately preceding the First Meeting. The shares are issued to the directors promptly following the First Meeting. Each director who is newly appointed to the Board during the first half of the Company’s fiscal year is entitled to receive a pro rata portion of the retainer for the current fiscal year (based on the number of days remaining in such fiscal year, divided by 365 days). At the first Board meeting the newly appointed director is eligible to attend, the director is required to specify the percentage, from 50% to 100%, of the retainer that is to be paid in stock Stock Reserved for Issuance. The Stock reserved for issuance under the Director Plan consists of authorized but unissued shares of Symantec common stock. Assuming the stockholders of the company approve the proposed amendments to the Director Plan, the aggregate number of shares of Stock that may be issued under the Director Plan is 150,000, which number will be proportionately adjusted upon any stock dividend, stock split or similar change in the company’s capital structure. Amendment and Termination of the Director Plan. The Board may amend, alter, suspend or discontinue the Director Plan at any time; provided, that no amendment which increases the number of shares of Stock issuable under the Director Plan shall be effective unless and until such increase is approved by the stockholders of the company. Federal Income Tax Information THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO DIRECTORS ASSOCIATED WITH STOCK ISSUED UNDER THE DIRECTOR PLAN. A director will recognize taxable income at the time Stock is issued under the Director Plan equal to the fair market value of the Stock issued to the director. This amount must be treated as ordinary income and may be subject to income tax withholding by Symantec. Upon resale of the shares by a director, any subsequent appreciation or depreciation in the value of the Stock will be treated as long-term or short-term capital gain or loss. New Plan Benefits Because the amount of Stock issued to directors under the Director Plan will depend on the portion of the retainer each director elects to have paid in the form of Stock and on the fair market value of Symantec’s common stock at future dates, it is not possible to determine the benefits that will be received by Symantec’s directors under the Director Plan. The following table summarizes the benefits that were received by all current directors who are not executive officers, as a group, in the 2007 fiscal year. Name and Position Number of Shares Non-Executive Director Group (8 persons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,259 THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2 19
  24. 24. PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected KPMG as Symantec’s principal independent registered public accounting firm to perform the audit of Symantec’s consolidated financial statements for fiscal year 2008. As a matter of good corporate governance, the Audit Committee has determined to submit its selection of independent audit firm to stockholders for ratification. In the event that this selection of KPMG is not ratified by a majority of the shares of common stock present or represented at the annual meeting and entitled to vote on the matter, the Audit Committee will review its future selection of KPMG as Symantec’s independent registered public accounting firm. The Audit Committee first approved KPMG as the company’s independent auditors in September 2002, and KPMG audited Symantec’s financial statements for Symantec’s 2007 fiscal year. Representatives of KPMG are expected to be present at the meeting, in which case they will be given an opportunity to make a statement at the meeting if they desire to do so, and will be available to respond to appropriate questions. Principal Accountant Fees and Services The company regularly reviews the services and fees from its independent registered public accounting firm. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for the company’s audit. Symantec’s Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG. In addition to performing the audit of the company’s consolidated financial statements, KPMG provided various other services during fiscal years 2007 and 2006. Symantec’s Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from Symantec. The aggregate fees billed for fiscal years 2007 and 2006 for each of the following categories of services are as follows: Fees Billed to Symantec 2007 2006 Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,837,445 $10,982,964 Audit-related fees(2) . . . . . . . . . . . . . . . . . . . . . . ............... 0 0 Tax fees(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 625,605 654,437 All other fees(4). . . . . . . . . . . . . . . . . . . . . . . . . . ............... 0 0 Total fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,463,050 $11,637,401 The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Securities Exchange Act of 1934, and with respect to Symantec’s 2007 and 2006 fiscal years, these categories include in particular the following components: (1) “Audit fees” include fees for audit services principally related to the year-end examination and the quarterly reviews of Symantec’s consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with Symantec’s acquisitions and statutory audit fees. (2) “Audit related fees” include fees which are for assurance and related services other than those included in Audit fees. (3) “Tax fees” include fees for tax compliance and advice. (4) “All other fees” include fees for all other non-audit services, principally for services in relation to certain information technology audits. An accounting firm other than KPMG performs internal audit services for the company. Another accounting firm provides the majority of Symantec’s tax services. 20
  25. 25. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by the Audit Committee. THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3 21
  26. 26. PROPOSAL NO. 4 SHAREHOLDER PROPOSAL As You Sow, 311 California Street, Suite 510, San Francisco, California, 94104, on behalf of John Powers as trustee for Barbara Herrick and owner of at least $2,000 worth of our Common Stock, has informed us that it intends to present the following proposal at the Annual Meeting: RESOLVED, that the shareholders of Symantec Corp. urge the board of directors to adopt a policy that company shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by the Symantec’s management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s Summary Compensation Table (the “SCT”) and the accom- panying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO. Shareholder’s Supporting Statement Investors are increasingly concerned about mushrooming executive compensation that sometimes appears to be insufficiently aligned with the creation of shareholder value. Recent media attention on questionable dating of stock options grants by companies has also raised investor concerns. The SEC has created a new rule, with record support from investors, requiring companies to disclose additional information about compensation and perquisites for top executives. The rule goes into effect this year. In establishing the rule the SEC made it clear that it is the role of market forces, not the SEC, to provide checks and balances on compensation practices. We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide shareholders with enough mechanisms for providing input to boards on senior executive compensation. In contrast to U.S. practices, in the United Kingdom, public companies allow shareholders to cast an advisory vote on the “directors’ remuneration report,” which discloses executive compensation. Such a vote isn’t binding, but gives shareholders a clear voice that could help shape senior executive compensation. Currently U.S. stock exchange listing standards require shareholder approval of equity-based compensation plans; those plans, however, set general parameters and accord the compensation committee substantial discretion in making awards and establishing performance thresholds for a particular year. Shareholders do not have any mechanism for providing ongoing feedback on the application of those general standards to individual pay packages. (See Lucian Bebchuk & Jesse Fried, PAY WITHOUT PERFORMANCE 49 (2004)) Similarly, performance criteria submitted for shareholder approval to allow a company to deduct compen- sation in excess of $1 million are broad and do not constrain compensation committees in setting performance targets for particular senior executives. Withholding votes from compensation committee members who are standing for reelection is a blunt and insufficient instrument for registering dissatisfaction with the way in which the committee has administered compensation plans and policies in the previous year. Accordingly, we urge Symantec’s board to allow shareholders express their opinion about senior executive compensation by establishing an annual referendum process. The results of such a vote would, we think, provide Symantec with useful information about whether shareholders view the company’s senior executive compensation, as reported each year, to be in shareholders’ best interests. We urge shareholders to vote for this proposal. Our Board of Directors’ Statement in Opposition to Proposal 4 The Board appreciates the underlying goal of the proposal, which is to provide stockholders with a means to convey their views regarding executive compensation to the company. However, our Board believes that passage of this proposal would actually provide a relatively ineffective and potentially counter-productive means for stock- holders to express their views on this important subject, and is unnecessary because stockholders already have a 22

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